I Am Afraid
by ClaineDeLine
Summary: '...The guitarist was a strong, optimistic woman. She hardly ever showed any signs of vulnerability. But now, she looked so small and afraid. It was just like when she was ten years old.' 2DxNoodle. Rated for fluff.


**Title- **_I Am Afraid_

**Rating- **T: Mild suggestiveness. Mild language. Slight lime.

**Author's Note- **Another 2Nu. If you don't like this pairing, please don't read this story.

I know a TON of people write about Noodle's time in Hell, but I really think Jamie isn't going to explain anything to us.  
I think it will affect her personality _some_, but she is still the same, sweet, joyful little Japanese lady. Maybe it will help her to grow-up a bit, maybe realize life isn't as pretty as she use to see it.

If anyone has read my other 2DxNoodle story, this one is much more fluff-filled. There is no correlation between the two fics, but I guess they are a bit similar in content.

This takes place in their new HQ in England.

It gets _pretty _fluffy, but nothing too explicit. I wanted to make it as sweet as possible.

I do not like writing extremely sexual stories. (like…almost porn) :X

**Gorillaz © Damon Albarn and Jamie Hewlett  
Story belongs to me. Claine.**

**000**

A loud crash of thunder echoed throughout her room.

The young Japanese woman bolted upright from her slumber and gasped for air. She panted, looking around her small room in a panic, clutching the sheets in her sweaty palms. She began to sob as she curled her small hands by her heart, trying to calm herself down.  
This was not the first night Noodle had been awakened by her nightmares. Ever since her return from Hell, her dreams had gotten increasingly worse. The guitarist had always struggled with nightmares, but these were unspeakably morbid.  
The visions were twisted; full of grotesque creatures and demonic happenings that she could have never imagined.  
No…she could not _imagine _them…

She _lived _them.

Noodle did not speak much about her encounters in the underworld. Who would have wanted to…? She had seen things that no living mortal should ever lay eyes on.  
She was a strong soul. The guitarist had gone through many dark times, but had always found the silver lining in any situation. She was the light, the joy, the happiness.

But _nothing_ could have _ever_prepared her for a season in Hell.

Her body trembled as she hunched over, tears spilling from her jade eyes. She could not get a hold of herself tonight. This one particular dream had felt incredibly real to her, and it absolutely terrified her. Noodle sniffled, trying to remember how she used to survive these visions. Her glassy eyes lingered on a small photograph she had sitting on her nightstand. That blue hair…that goofy smile…

_2D._

Just hearing his name in her head brought slight comfort to her weary soul. She thought of her dear friend, reaching over and grabbing the photo tenderly in her shaky hands. A small ghost of a smile passed over her lips as she remembered how much he had helped her overcome her nightly fears.  
When she was a child, she remembered running down the haunted corridors of Kong, tears streaming down her face.  
_'2D..!.'  
_She would cry, pounding on his bedroom door. His name was one of the only English words she knew.  
He would always wake up for her, no matter how tired he was. He treated her so sweetly; even when she knew he just wanted to go back to sleep.  
_'C'mere luff…' _His voice was gentle as he would scoop her up into his lanky arms. She would sob into his chest until she would fall asleep. Never once did he become irritated with her barging in his room at night.  
He was like an older brother to her.

Her heart swelled in her chest, thinking about his kind demeanor.  
The Japanese women drew in a sharp breath, wiping her tear-stained face. Grabbing her thin night robe, she crawled out of bed and opened her door.

She _needed_ him.

Rain pounded furiously on his bedroom window. The singer grumbled, throwing the sheets off of him in frustration.  
It was late, and 2D had not gotten any sleep at all.  
He sat up sluggishly, rubbing at the dark rings underneath his black eyes. For whatever reason, his mind was swimming with thoughts tonight. He silently cursed his imagination for keeping him awake for so long. He had a massive headache from lack of sleep…

…And the loud thunderstorm was not helping either.

Another crack of thunder shook the house and he winced, tossing the covers over his head. He desperately wanted a pain pill, but he was too tired to get out of bed. The singer swallowed, he had also promised a certain little guitarist he would try to stay away from the medicine.

_Noodle._

She had been on his mind a lot more lately. Ever since she had come back from her dark journey…he could not keep her off of his mind. He was afraid if he stopped thinking about her, she might go away again…

2D shivered, thinking about how afraid he had been when he found out where she had disappeared to.

He had missed her more than anyone. She was his best friend.  
No one cared about Noodle like he did. Not even Russel…

Words could not accurately describe how he had felt when he first saw her on Plastic Beach. He remembered the overwhelming sense of joy he had when he saw that she was safe.  
He remembered when he had first seen her remove her cat mask, revealing the beautiful young lady she had become…  
…And the black bruise on her eye.

All the deep thoughts in his head were making 2D groggy. He hummed, his mind feeling less burdened than before. He closed his eyes, attempting to fall asleep once more.

It was not much later that the singer heard a knock on his bedroom door.  
Groaning, 2D looked over at his clock, squinting his eyes to see the lit numbers in the dark. _2:47 A.M.  
_He decided to ignore the knock and instead, roll over and pull the covers over his spiky blue head.  
But when he heard the soft sound of someone crying, he sat up quickly, making the blood suddenly rush to his tender head.  
Cursing mildly under his breath, he gripped his temples, trying to listen closely for the sound over the intense ringing in his ears.  
Sure enough, he could faintly hear the gentle sniffs and whimpers of whoever was standing outside his door.  
It sounded like a woman.

2D felt a wave of dizziness suddenly hit him, making it difficult for him to get out of bed. As the noises continued, he finally managed to use a bit of his strength to speak.  
"…Come in…"  
The blunett said in a low, gravely tone, desperately wishing for some of his pills.  
His sour attitude immediately dissipated as he saw his door open, revealing the tiny Japanese guitarist standing in his doorway…

_Crying._

2D's heart suddenly felt as if it weighed a ton. It had been _years _since he had seen Noodle cry.

_Especially like this._

Her small body trembled under the extremity of her sobbing as she clutched tightly onto her night robe.  
The guitarist was a strong, optimistic woman. She hardly ever showed any signs of vulnerability.  
But now, she looked so _small _and _afraid. _It was just like when she was ten years old.

"Noodal…wot's wrong luff…?" the singer asked nervously, his heartbeat gradually increasing with every sob she made. She only hiccupped in response, rubbing a hand through her disheveled hair. 2D bit his lip, looking around his room as if he would find the answers written on the walls.

The storm outside bellowed, the heavy rain falling violently on the roof of the house.

He finally spoke her name, his voice barely above a whisper. Upon hearing her name, the violet-haired woman looked up at the lanky man, her wet, jade eyes barely visible under her spiky bangs.  
There sat her best friend, with his skinny arms out wide, just for her. Just like he used to do…

Not wasting a second, Noodle ran across his messy room and threw herself into his open arms.

…Literally _threw _herself.

The blunett grunted on impact, feeling the little lady squeeze her arms tightly around his ribcage. For a moment, he could not breathe, the impact of her tiny body knocking the wind right out of him.  
He had forgotten how strong she was.  
2D was not sure how long they remained in that position.  
…The guitarist sobbing into his bare chest, the singer gently playing with her violet hair…

Finally, he spoke up, his soft, warbly voice difficult to hear over the intense sound of the rain.  
"…Uh…Noods…are yew gunna be awlright…?  
The Japanese woman gazed up at him, feeling her face burn with embarrassment. With her cheeks a deep shade of rose, she pulled away from his bare chest, wiping her eyes dry as best she could.  
"…Noodal?"  
His voice was so sweet and full of sympathy, it made her heart ache terribly. Feeling rather ashamed of her childishness, she turned slightly so that her back was to him. She could not bear to let him see how red and puffy her eyes were.

When she did not answer him, he became even more worried. Drumming his fingertips together anxiously, 2D bent his head down to attempt to get a better look at her pretty, tear-stained face.  
"…Darlin'…?"  
The sweet, unintentional term of endearment made her blood run warm.  
"I am sorry, I…had…another bad dream," the guitarist managed to say between sniffles. At the mention of her nightmare, more tears began to spill from her lovely eyes.

He knew the dream must have been morbidly _awful _in order to make his dear friend cry like this.

The blunett crawled up to her until he felt her back pressing into his chest. The hairs on the back of Noodle's neck prickled as he trailed his large hand down her arm slowly.  
"Yew dun haff to be afraid no more luff," his tone was so quiet she had to strain to hear him. "…I'm here for yew…"  
She shivered, his lips so close to her ear, she could feel his breath on her skin.

With the blood running hot through her body, Noodle suddenly realized that perhaps this was not such a good idea.  
She was not ten years old anymore. She was 21…a young lady…sitting in a man's bed.  
He was 34…a man…running his hand up and down her arm…in his bed.

Not to mention he was half-naked, lying in bed with just his underwear on.

The guitarist felt herself sweat under her thin night robe, her tears dripping down her cheeks and off her chin.  
"…_C'mere luff_," she vaguely heard him say. Before she could even open her mouth to answer him, she felt his hands at her shoulders. She bit back the squeal that nearly escaped her lips as he pulled her down onto his soft bed._  
_  
The thunder crashed loudly outside his window as 2D held her gently by her upper arms. Feeling quite comfortable, he snuggled closer to her, burying his face into the top of her head.  
Noodle was far too shocked to move. By now, her fears were forgotten and instead replaced with a new feeling…

_Extreme embarrassment._

It was _completely_ obvious to her that the singer clearly did not realize what he was actually doing. Apparently, he was _totally _oblivious to the fact that she was not a little girl anymore.

The little Japanese woman heard a low hum of approval vibrate in his throat as he wiggled himself closer to her body.  
Between the constant crash of thunder and 2D's lanky form being pressed on her back, she swore her heart was sure to burst any moment now.  
She could feel every little detail of his skinny body through her sheer night robe.

_Every _little detail.

Noodle swallowed roughly.  
She had never been so intimately close to anyone like this before. Being physically close to a man had never really been something she focused on a lot. One would have naturally assumed since she grew up around men she would be more comfortable around them.  
Of course, the axe princess was much different.  
Most of her teenage days were spent alone in her room, practicing her guitar work or perfecting her martial arts. Between Murdoc's debauchery, 2D's stupidity, and Russel's ghost-induced insanity, Noodle had to find a way to keep herself sanguine.  
The little Japanese guitarist was a quiet, gentle soul; a girl wise far beyond her years.

A sudden clap of thunder made the young woman nearly jump from the bed.  
She huffed loudly in frustration, wiping her eyes with the back of her hand. For some reason, she could not keep the tears from coming tonight. 2D heard her exasperated breath and chuckled softly.  
"Now luff…no need for anymore of tha' cryin'," he spoke gently, reaching his hand up from her shoulder to her face to wipe away the stray tears.  
Noodle flinched as she felt the rough pads of his fingertips brush underneath her eyes.

"2D, I am not a kid anymore…" she said in a shaky, mildly irritated voice, trying to move herself away from his hand. She could feel the muscles in her body stiffen defensively as he slid his long, bony fingers down to her cheek. When he still continued to wipe her face, she grabbed his hand and pulled it away from her, her bottom lip protruding slightly from her mouth.

The front man could not help but to laugh at her flustered, childish actions.  
"Oh c'mon…yew're too serious darlin'."  
Noodle let out a loud sigh as she brought her thin arms around her waist. _Perhaps she was._  
If the violet-haired woman was completely honest with herself, she would have admitted his gentle touch had felt rather nice.

The storm outside was now only a small rumble, a steady rainfall tapping against the window in his room. Everything seemed to finally be settling down, until she felt his long legs tangle around hers.

The guitarist's face felt a million degrees warmer as he pressed his face further into her hair. She froze, feeling his body relax lazily against her back.  
She could hear his steady breathing, and feel the beating of his heart on her shoulder blades. "…2D…?" she hesitantly whispered to him, too frightened to move.  
When he neither moved nor responded, Noodle wiggled herself out of his vice-grip and shifted so that she could see his face. Her cheeks burned brighter as she felt his dead weight on the front her body, his large hands resting nonchalantly on the curve of her waist. She huffed, growing ever more flustered.  
"2D, I am not comfortable with-…"

She stopped.

_…He was asleep._

The violet-haired woman remained silent as her eyes roamed about his face. It was at that moment she realized how close they were.  
_Very close.  
_…Close enough for her to feel his steady breathing on her face.  
Once she felt slightly more comfortable with his lips being inches away from her own, a warm feeling gradually grew in the pit of her stomach.  
He looked so…_peaceful._

His normally tight, nerve-stricken face was soft and relaxed. His mouth was open ever so slightly, just enough to show the gap in his front teeth. The way his head was rested into the large, fluffy pillow was so delicate and serene; two words that normally did not describe 2D.  
A wide smile formed on Noodle's face. Feeling much more relaxed, she snuggled herself closer to him, curling her small hands by his chest.

If she could have stayed like this forever, she would have.  
Just lying there, watching the singer sleep peacefully… his long arms around her…the rain falling gently on the window…

2D's spikey blue hair laid scattered across his forehead in a tangled mess. The guitarist gently brought her little fingers to his bangs and began brushing the hair from his eyes.  
The sensation of her touch woke the skinny man from his light sleep.

A soft, quiet groan escaped 2D's lips as he stirred against her, tightening his grip around her body.  
The noise frightened her and she immediately pulled away, her nervousness slowing returning. The front man hummed lazily, pressing his rough fingertips into her waist. He marveled at how tiny her waist was, able to wrap both of his hands completely around her.  
"Mmm, dun stop luff. Tha' felt real nice…"

Noodle felt her heart skip a beat in her little chest.

Being as gentle as she possibly could, she started running her fingers through his hair once more. Her hands were cold and shaky, and 2D could now_ clearly _tell how nervous she actually was. A half-grin tugged at his lips as he trailed a calloused hand down her back. "Dun be nervous…" he told her, his black eyes still closed.

The guitarist froze, the pads of his fingers grazing painfully close to her bottom.  
_What is he doing to me…?_  
She could not tell if he was being serious, or if he was just teasing her. All Noodle could do was lay there and allow him to touch her.  
He had touched her before; they had hugged plenty of times. They were best friends.  
After all, he was just trying to help relax her…

…But this touch was…_different._  
His hands slid across her lithe body in a slow, almost sensual manner. His fingertips danced across her waist, carefully touching each bone of her ribcage. It was very intimate, and Noodle was not sure if she was ready for this.  
Her thoughts were suddenly interrupted by his hand tugging slightly on the tie of her night robe.

Whether it had been on purpose or on accident, she did not particularly want to find out.

The Japanese woman quickly pulled away from his grasp and sat up, clutching the collar of her robe with sweaty hands.  
2D propped himself up on his elbow and looked at the little nervous guitarist, his head tilting slightly.  
"Wot's wrong?"  
She could feel her heart pounding in her ears. "This…was not a good idea…" she whispered, her voice quivering under the knot in her throat. The singer tilted his head more, clearly not understanding what the problem was.  
Noodle ran her hands through her hair in frustration, finding it terribly hard to concentrate over intense heat in her cheeks. "…2D…I am…not a little girl anymore," she spoke slowly, making sure he heard every word.  
The blunett raised a brow, "…I know tha'…"  
She nodded, motioning to herself with her hands. "…I am a_ woman _now…"

The thoughts still seemed to fail to click in the singer's empty brain.

"…Yeah," he said slowly, his dark eyebrows knitting together in confusion.  
The violet-haired woman exhaled a heavy breath. "…_So_…I do not feel…comfortable with you touching me like …_that_..." her voice trailed off at the end of her sentence, feeling incredibly embarrassed about having this conversation with him.  
2D sat up and positioned himself cross-legged in front of her. "Buh…yew wos enjoyin' yourself…"

At this, Noodle felt her blush spread to the very tips of her ears.

He twiddled his fingers nervously, suddenly getting the feeling that he had done something wrong.  
"…I wos…just tryin' to help luff…"

All the frustration and embarrassment the tiny woman had quickly began to melt away at the endearing sound of the singer's voice.  
"…2D…" she spoke gently, her voice at a soft whine. "It is just…hard to explain."  
The lanky man ceased his anxious finger-tapping and leaned in closer to get a better look at her face.

Noodle could feel another intense blush creep up onto her cheeks as their noses nearly touched. She remained perfectly still as the blunett stared at her with his enigmatic voids.  
He swallowed, allowing his eyes his roam curiously about her form. Her cheeks were round and red, and the area beneath her eyes was slightly puffy from all the crying she had done. Her eyes, which would have normally been covered by her spiky hair, were now clearly visible. The elegant slant of her glittering jade eyes made her look so beautiful, yet so mysterious.

Two words that perfectly described the little woman.

Her short, dark violet hair was strewn about her head, only adding to her exhausted look.  
2D hesitantly reached up and smoothed out her wild mane slightly, making the guitarist scrunch her nose. She did not like it when other people touched her hair.  
The front man sighed, the soft, fine texture of her locks tangling around his long, bony fingers.

"Yew sure are beautiful luff."

Noodle felt her eyes widen in surprise at his sudden compliment. She sat there quietly, not entirely sure how to respond to him. Of course, she needed to say "thank you", but the words just did not seem to come.  
The Japanese lady had been called 'cute' or 'pretty' before, but _beautiful_?  
She was not sure if she had ever considered herself beautiful. She was petite and spindly, with messy hair and calloused, blistered hands.  
Surely 2D had been with women much more attractive than she was.

"…You mean it?" the small woman asked in a shy voice, feeling rather silly about asking such a question.  
A wide, almost goofy grin immediately formed on the blunett's face. "Wull, yeah, o'course'," he scratched the back of his head nervously, "Yew're one of the most beautiful ladies I've eva' seen…"  
It was true.  
Noodle was a breed of beauty 2D had never seen before.  
It was her kind, gentle heart that made him see her real, true beauty.

At such a kind remark, the guitarist smiled, bowing slightly in her spot. _2D could be such a sweetheart._  
Once her throat did not feel so tight, she whispered to him,  
_"…Thank you."_

2D nodded in acknowledgement, his black orbs still busy studying her body.  
His eyes followed the delicate curve of her neck, taking note on how lovely her skin was. Her collarbone protruded noticeably past her flesh, drawing his gaze to her petite shoulders.  
Her body was covered by her silky night robe. The sudden urge to take off her robe hit him and a cold shiver ran down his spine.  
He was eager to see the rest of her beautiful skin without any boundaries.  
The blunett licked his lips, his mouth suddenly feeling rather dry. "Noodal…?" he whispered, his voice gentle but husky.  
The guitarist felt her heart drum wildly in her chest.  
"…Can yew take off your robe, please?"  
She drew her eyes away from him shyly, an uneasy feeling growing in the pit of her stomach. The Japanese woman sat there on his bed for a moment, allowing her thoughts to recollect.  
For some reason, something inside of her was telling her to trust him. She was not sure if it was really trust, or if she was just massively tired.  
Regardless, Noodle hesitantly brought her small hands to the tie of her robe and gently tugged the bow lose.  
2D kept his eyes glued to her hands, watching them patiently as she slowly pulled the robe away from her body.  
At the sight of her, his breath immediately hitched, his weary heart leaping into his tight throat.

She was wearing a thin, light green nightgown that gathered at her tiny waist, and ended just above her knees. It was simple and modest, but she looked so precious, like a doll.  
The straps were thin, allowing him to see more of her delicate chest and shoulders. He could now see every little detail in her skin, noticing things he could not before.  
He unconsciously licked his lips, his eyes lingering on her chest. His drew in the sight of her small breasts, now fully positive that she was not wearing anything underneath her night gown.

He swallowed.

It was also not helping that the dim light from his window was making her gown practically see-through.

2D's tight throat suddenly felt extremely dry.

The singer bit his lip, letting his hand trail across the side of her neck and down her arm. Noodle shivered, his feathery touch sending chills down her back.  
His gaze lingered on her body, his black eyes taking in the sight of her petite curves.

_She was certainly not a little girl anymore...  
_She was not a bombshell, but her tiny figure and precious, porcelain skin was far more beautiful than _anything_ he had _ever_seen.

Noodle kept her stare in her lap, feeling much too bashful to look him in the eye. She felt his large hand cup her chin, lifting her head so that she was staring directly at him.  
"…Dun look away luff."  
His voice was gentle as he leaned in closer, letting his lips brush across her warm cheek. The guitarist remained still, her eyes closing and her breathing growing softer. She feared that if she made too much noise, it would ruin the delicate moment.

The room was almost completely silent. The only noises that could be heard were the sound of the rain on the roof, and the singer's shallow breathing.

2D held her chin tighter, finally pulling her face forward until their lips met.  
Noodle's stomach fluttered as their lips pressed further together. She felt him hum through the kiss, the vibration of his mouth tickling her sensitive lips.  
After a moment, he pulled away, moving both of his hands to either side of her face. She looked so tiny in his grasp, his abnormally large hands completely covering her flushed cheeks. He curled his fingers into her hair, feeling the soft texture of her violet locks.

"…Can I kiss yew again…?" he asked her, his voice just barely above a whisper.  
Feeling a bit light headed, the Japanese woman nodded slowly, her eyes fluttering close. 2D leaned forward once again, pressing his lips firmly against hers. She whined quietly through the kiss, his fingertips scratching her scalp ever so delicately.  
He pulled back, only to begin placing kisses all around her mouth. 2D groaned, leaning into her body further.  
It was not long before their soft, ginger kisses had become rough and passionate. At one particular kiss, Noodle lost her balance, his lanky body pushing her over onto the mattress.  
She had certainly underestimated his strength.

They toppled onto the bed together, the front man landing on his forearms, his lips never leaving hers.

The guitarist let out a small yelp as he fell on top of her. The blunett licked her lips apologetically, placing his hands on either side of shoulders to keep his full weight off of her.  
2D looked down at the petite woman, a wide, gap-toothed grin covering his face. Before Noodle could say anything, he began attacking her lovely neck with kisses.  
A loud moan accidentally slipped past her lips, her body instinctively arching towards him. "…Shh…" he hushed her quietly, placing a single kiss in the center of her throat.  
If anyone heard what they were doing, Russel would beat the skinny singer in an instant.

"Relax darlin'..." he whispered into her neck, his hot breath making her body temperature rise.  
The Japanese lady looked away bashfully, softly uttering an apology to him. 2D simply smirked, brushing the curve of his lips further down her throat. Noodle bit down on her lip, the warmth in the pit of her stomach spreading to other places in her body.  
The singer could not help but to smile, knowing he was causing the little guitarist such pleasure.

Finally, he was pleasuring a woman that actually _cared _about him.

Treating her with the upmost delicacy, 2D began to nip at her creamy skin, leaving a trail of ginger love bites that led all the way down to her chest. Noodle whispered his name ardently, feeling her stomach press further into his body.  
He suddenly pulled away from her, much to her disappointment. The violet-haired woman let out a small whimper, making the blunett chuckle low in this throat.  
"…Yew enjoyin' yourself luff?"  
His thick Cockney accent was full of playfulness.

The guitarist avoided his gaze as she nodded, his cold room suddenly becoming much too warm for her. 2D chuckled again, brushing his long fingers down the middle of her stomach. He marveled at her toned form, his fingers dipping slightly into her naval. She could not stop the giggles that escaped her lips as his hands slid around her flat stomach.

_"…I luff yew Noodal."_

Noodle immediately stopped laughing when she heard him speak.  
She froze, her jade eyes widening significantly. "_…What_?" she whispered in disbelief, her mouth slightly agape.  
Their eyes met; black to green.

"I luff yew."

The little Japanese lady was at a loss for words.  
For every moment she remained quiet, the singer grew more nervous. _Perhaps that had not been such a good idea…  
What if she does not feel the same way?_ , he wondered anxiously. Before he could speak again, he felt her arms slide around his neck, pulling him closer to her face.  
The widest grin ever spread across 2D's face as she tangled her fingers into his blue hair.

_"I love you too,"_  
Noodle said ever so softly to him, running her tiny fingers through his spikey hair. "…You make me feel so safe…" she told him, her voice wispy and breathless against his cheek.  
Immediately upon hearing this, 2D bent his head down and kissed her once again.  
His heart felt tight, as if it had swelled a size too big for his skinny chest.

Finally, he felt as if he was _cared _for and _needed._

The singer groaned against her as he slid his tongue across her bottom lip, asking for entrance to her sweet mouth. The guitarist complied, hesitantly parting her lips for him. 2D smiled as he wiggled his tongue into her mouth, brushing it across her own.  
Noodle whined, the sensation of this new kiss making her blood run hot.  
He treated her like a doll, his hands moving to cup her petite waist with the upmost gentleness.  
The blunett ran his tongue all around the inside of her mouth, licking each and every corner of her tasteful crevice. The Japanese woman writhed beneath him as she curiously explored his mouth.  
It was the strangest, most exhilarating feeling she had ever had. She could feel every detail of his mouth on her tongue; every missing tooth, every bump and soft spot.

Their tongues dueled in each others mouths, their breathing becoming more labored with every passing moment. 2D finally pulled away, the lack of oxygen making his head feel light. He managed a short laugh as he panted heavily, gazing down at his lover with a tender stare.  
"…Yew taste so good," he told her breathlessly with a playful smile, bringing a hand up to his mouth to wipe away some of the excess saliva.  
Noodle could only blush as she stared up at her beloved with bright eyes.

The singer could not stop grinning.  
He had never felt so_ happy…_and _safe_.

…Not to mention her little innocent facial expressions and glittery jade eyes were driving him _crazy._

"…Do yew want more darlin'?" he asked softly, tapping his fingers gingerly along her ribs as if he was playing a keyboard. A million joyful butterflies filled the guitarist's stomach at the sound of his voice.  
After a moment of silence, her lips curved into a large, child-like grin; a grin that he had not seen from her in quite some time.  
He returned her warm smile before shifting himself so that he was straddling her hips. A look of nervousness passed over Noodle's face as she felt his most intimate parts pressing into her own.  
2D paused, leaning over to press a sweet kiss to her forehead. "Dun be afraid luff…yew can trust me."  
The petite woman drew in a breath as she nodded, her tense form relaxing slightly underneath his hips.

With her face blood red, she reached up and stroked his face tenderly with both hands, feeling the rough stubble around his lips and chin.  
The lanky front man groaned quietly as he felt her small hands explore his face with child-like curiosity.

She was just touching his face… but it felt _so amazingly good._

2D let out a shaky breath as she slowly trailed her fingertips down the sides of his neck. He could hardly contain himself when she brushed over a particularly sensitive spot on his flesh.  
The blunett waited in painful anticipation as her hands slid down to his chest, her jade eyes locking on his face.  
Noodle shyly pressed her palms to the middle of his chest, feeling the fine, dark hairs that lay scattered across his skin. She ran the pads of her fingers over every little bump and scar, memorizing each beautiful blemish he owned.

"…I'm sorry luff. Me skin…it ain't as smooth and pretty as yours."  
The guitarist shook her head, her hands resting on his hips. "…You are gorgeous the way you are Toochi," she reassured him, closing her eyes as her hands continued to feel around his body.  
2D felt his heart race.  
Ever since the accident, no woman had truly been able to look past his zombie-like stare, missing teeth, and pale, battered skin. Sure, he was the 'pretty-boy front man', but no one _really loved him_ for who he was.

Now, this beautiful young lady was telling him otherwise, and it felt _so good._

The blunett watched his kind-hearted lover in amusement as she carefully rubbed and touched every part of his torso. He could hear the blood pumping in his ears as she brushed her hands across his naval, a look of anxiousness upon her pretty face.  
The singer gave her a reassuring smile as he leaned over her, letting their noses brush against one another's.

The guitarist sighed contently, wrapping her lithe legs around his skinny waist. 2D swallowed hard, finding it extraordinarily difficult to keep his desires under control. He could feel the warmth in between her legs pressing firmly against his crotch, making it challenging to focus clearly.  
"…Noodal," he whispered, his voice low and raspy. She looked up at him, the innocent gleam in her eyes making more blood rush to his nether regions.

The Japanese woman squirmed, now fully aware of the growing problem between them.  
She could feel every detail through his cotton briefs, a strange mixture of arousal and absolute fear churning in her stomach.  
2D bit down hard on his lip, feeling his neck break out in a cold sweat. "…N-Noodal," he hissed, burying his face into the crook of her neck. He began to nip at her throat, sucking gently on a patch of flesh just below her collarbone. He pulled away, proudly examining the red marks he had left on her creamy skin.  
The lanky man groaned quietly as he pressed his lips to her shoulder, greedily kissing around the thin strap of her nightgown.  
"…Can I…?" he pleaded breathlessly, his bony fingers sliding upwards to play with the silky strap. Noodle closed her eyes, sucking in a sharp breath as she felt his fingers pull on her gown.

"_...Yes," _she said, her voice just barely above a whisper.

The front man reassured his nervous lover with a sweet kiss to her cheek as he carefully slid her straps down her arm. Once the straps were no longer in the way, he pulled down her thin dress, just enough to expose her chest.  
The guitarist felt her stomach twist into knots as his black eyes widened at the sight of her.

_She was so beautiful._

2D could now see her full torso without any clothes to obscure her lovely body. Her skin was milky and incredibly soft looking. Her breasts were so small and pale; flawless, untouched.  
He leaned in to examine the scars that lay scattered around her body, gingerly touching each one with loving tenderness.  
Noodle gasped, gathering the bed sheets in her hands as she anticipated his next course of action. The blunett slowly trailed his hand down to her small bust, softly brushing over each mound before taking one into his hand.  
The petite woman writhed in his touch, a strange new sensation washing over her as he gently caressed her breast.  
The feeling of his large, warm, calloused hand on her delicate skin was wonderfully indescribable.

2D let out a low moan as he squeezed her flesh a bit harder, feeling her firm, tan bud in the palm of his hand. She hissed his name, her back arching high off the bed. By now, all the nerves and fears she previously had were now lost in a passionate haze.  
The singer grinned and bent his head down to kiss the moist flesh in the valley of her chest.  
"…I luff yew," he said breathily against her skin, letting his long tongue flick out against her right breast. Before Noodle could respond to him, he trailed his tongue up to the center of her mound and began lapping fondly at the hardened bud. The little Japanese woman cried out, her eyes squeezing shut as he tenderly slid his tongue around her soft breast.  
The lanky man groaned, watching his lover react strongly to his ministrations with cloudy eyes.

Normally, back a long time ago when he was with women, he was doing it for his own pleasure.  
Now, nothing else mattered but_ her_. This was about how _she_ felt.  
_This was all about her._

The blunett smiled to himself, placing a soft kiss on her left breast.  
Eager to bring her more pleasure, 2D tilted his head and brought his teeth to the tip of her mound. Noodle whimpered, her body going limp against the plush mattress. The fear of the unknown was making her stomach churn, but she trusted him.

Being ever so careful, he bit down around her bud and began tugging on the flesh lightly with his teeth.  
His actions earned him another breathy moan from the little woman beneath him, her legs tightening significantly around his skinny waist. The singer gasped, leaning over to give the top of her ribcage a ginger kiss.

If she squeezed him any tighter, it would have become difficult for him to breathe.

He sat up, trailing his fingers down one of her beautiful legs, feeling the firm muscle twitch at his ginger touch. Noodle had long, slender legs that he found absolutely gorgeous. He ran his hand over the curve of her hip, dragging the hem of her nightgown up along with him. The gown slid up easily, bunching around her tiny mid-section as he stared down at her with a dazed look on his face.

There were no words to accurately describe how_ beautiful _the guitarist was.

2D's eyes followed the curve of her hip, his eyes lingering on the small, black panties she was wearing. He bent his head down closer to stare at the lace that adorned the seams.  
The choice of undergarment surprised him a bit, not expecting such a chaste little lady to wear such a bold piece of clothing.  
He raised a brow at her, a rather cheeky, gaped-toothed grin spreading across his lips, making the violet-haired woman blush more severely.

Noodle averted her gaze to the wall next to them, her legs sliding off of his waist and squeezing back together in her bashfulness. The cocky grin disappeared from his face and was replaced with a tender smile. His hands weaved an intricate pattern around her inner thigh as he spoke to her in a calm voice.  
"Yew're gorgeous darlin'…"

He had said things like that to many girls before, but he _truly _meant it this time.

He allowed his calloused fingers to trail over her hip, making Noodle tremble at his touch.  
The skin of her hips was incredibly smooth and silky, not a scar or bruise to be seen.  
"Wait…" her voice cooed softly over the sound of the rain outside. 2D obeyed her, worried that he might have hurt or frightened her. But when she began to shimmy out of her night gown, he felt his already-rapidly beating heart speed up ten times faster in his chest.

Now the only thing she was wearing was her undergarments.  
The guitarist shivered, the room feeling much colder than she had anticipated. The blunett smiled down at her, lowering his body closer to hers to keep her warm.

His hands continued to slide around her hips, drawing lazy circles around her stomach and waist.  
When his hands passed over her panties, she drew in a loud breath, making the singer hesitate for a moment. When she remained silent again, he flirtatiously hooked a long finger inside the waistband of her undergarments, tugging impishly on the stretchy material.  
The Japanese woman chewed her swollen lip, a look of fear in her bright jade eyes. "…_Not too much," _she said quietly, bringing her small hands to her chest nervously.

"Awright darlin'…" 2D whispered as he leaned forward to place a short kiss on her pink lips. He was not going to go that far with her…_not tonight_…  
He wanted to treat her like a princess, with every bit of kindness and sweetness he possibly could.  
He loved her, and he did not want to mess up this beautiful moment by pushing her too far.

The skinny front man sighed contently, slowly lowering himself on top of her. Their bodies pressed together perfectly, every curve and crevice meshing into one. It was very intimate, but not too lewd or pushy.  
He could feel her soft, tiny breasts press into his chest, making a low groan resonate in his throat. Noodle felt his chest vibrate as he moaned, his hands playing with her violet hair.  
"…I love you," she said to him ever so softly, the heat from his body making her feel sleepy once more. She closed her eyes, memorizing every curve and bump of his lanky form. 2D chuckled, "I luff ya too," he told her, his adorable accent making her giggle lightly.

The rain outside had completely stopped. The only sounds that could be heard were the wind in the trees, and the soft breathing of the two sleeping musicians.

**ooo**

Author's Note: 3

I apologize for being so inactive lately, I've been mega busy.  
Don't have too much to say about this one. Took a while to write due to classes and tons of work.  
I have another 2DxNoodle I'm writing now. I'm on a roll lol

Hope you enjoyed reading. :)

**Comments and thoughtful critiques are encouraged and highly appreciated!~**


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